Process

Please give feedback on an open thread or on the latest version of the draft only.

Newer versions of the draft will be published on the wiki and announced here.

When starting a new thread, please quote the relevant provision, not the whole text. To facilitate references, provisions are numbered.

If a provision is already declared closed marked by a (C) next to the provision number, state in your initial comment that you request to re-open a provision and state the reason for your request. I reserve judgment on whether to re-open the provision or refuse the change request. Coming late to the party is not a good reason to reopen a provision.

One issue = one mailing list thread. If you have more than one issue, please don't group them. Instead start many threads.

Typos and other minor edits can be forwarded to me directly. No need to clog the mailing list. Express in public feedback on provisions that you want publicly discussed.

I will strive to solicit feedback from the group at large issue by issue, thread by thread, and to bring each thread to a closure/compromise. If after a reasonable amount of time there is no feedback/discussion, I will declare a provision closed.

I will declare a thread/provision closed and amend the draft with its conclusions when I will have reasonable indication that the issue has been thoroughly discussed.

When all threads / provisions are closed, I will officially turn the document to the elected moderators. If they accept it, they will automatically become the initial board of the Verein. If they reject it, we are back to the drawing board.

If the elected moderators will accept the draft a vote will be held on PanotoolsNG asking the membership at large if they want to transfer ownership of the list to the new entity. If they reject it, we are back to the drawing board.

If we made it until here, we are done.

Timeline

By-Laws

Art. 1 Name, Office and Business Year

(1.1) Under the name "PanoTools IG" - Verein Panotools Interest Group
- referred to as "Verein" in the following text - exists a Verein
according to Articles 60ff of the Swiss Civil Law Book.

(1.2) Main Office of the Verein is the residence of the President.

(1.3) The business year is the calender year.

(1.4) Official communications within the Verein is in English.

Art. 2 Objectives, Means and Tasks

(2.1) The Objective of the Verein is to enable the non-profit exchange, collection and distribution of Knowledge related to Panorama Photography

(2.2) A mailing list open to all civilly behaved interested persons is
the main but not exclusive means for Knowledge exchange. The mailing
list will be operated by the Verein on the free YahooGroup
infrastructure.

(2.3) A wiki open to all interested persons is the main but not
exclusive means for Knowledge collection and distribution. The wiki
will be operated on an appropriate infrastructure to be defined by
the
Verein's board and to be ensrhined in these bylaws soon after
implementation.

(2.4) The Verein will obtain, maintain and if necessary finance
the IT
infrastructure necessary to operate the mailing list and the wiki.

(2.5) The Verein can consider additional means to forward its
objective.

(2.6) The Verein has an exclusively non-profit objective.

(2.7) The Verein may raise money to forward its objective.

(2.8) The Verein may channel its funds to to other entities and
projects as long as the funds are committed to the same objective as
the Verein.

Art. 3 Membership

(3.1) The Verein has two classes of membership: members and honorary
members.

(3.2) Any natural or juridical person can become a member by joining
the Verein's mailing list.

(3.3) Deleted.

(3.4) Board members can nominate honorary members based on their
merit
and achievement in the Panotools community.

Art.4 Rights and Duties of Members

(4.1) All members have the right to participate in the Verein's
activities, including the mailing list and the wiki. Moreover they
have the right to propose a motion to the Board.

(4.2) All members are obliged to support the Verein in its Objective
by making appropriate use of the Verein's infrastructure.

(4.3) All members have a duty to insure that their contact
information
in the mailing list is current. The Verein declines all
responsibility
for failure of any member to maintain current contact information,
particularly in the case that the member did not receive important
communication from the Verein and exercise his/her right to vote.

(4.4) All members have the right to elect and be elected to the
Verein's organs and the right to vote and address the General
Assembly.

(4.5) Deleted.

Art. 5 Begin and End of Membership

(5.1) Membership must be applied for to the Board by applying to join
the Panotools_GA Mailing List. Only in exceptional cases can the
Board
refuse membership. The Board has no obligation to explain its
decision. The rejected applicant can request a review of the
application by the General Assembly. The General Assembly's decision
is final.

(5.2) Membership is terminated by voluntary termination (quitting the
Panotools_GA mailing list), expulsion, death of the member or loss of
legal capacity.

(5.3) Voluntary termination is effective whenever the member wishes.

(5.4) Expulsion of a member with immediate effect can be decided by
the Board for important reasons when the member offends repeatedly
and
in significant manner these bylaws, the policies or the interests or
objective of the Verein. The Board decides on an expulsion with a two
thirds majority. Before the decision, the offending member is given
two weeks time to refute the allegations. Expelled members can
file an
objection with the General Assembly within thirty days of the
expulsion. The objection is decided upon at the next General Assembly
by simple majority. The objecting member as well as the Board has the
right to address the General Assembly prior to the vote. The General
Assembly's decision is final.

(5.5) All claims from membership are void in case of termination. No
refund of donations nor other compensation of any kind will be due to
the terminated or expelled member.

Art. 6 Membership fees

(6.1) There are no mandatory membership fees.

Art. 7 Organs of the Verein

(7.1) The Verein has a

General Assembly

Board

Auditors

Art. 8 The General Assembly

(8.1) The General Assembly is the highest organ of the Verein. It
will
decide the most important issues of the Verein. In particular, it
must
fulfill the following tasks which it can't delegate:

Elect the Board and the Auditors

Approve the yearly report and the audit report

Approve the budget

Discharge the Board and the Auditors

Approve the bylaws and any changes to them

Discuss and decide on motions and objections presented to the General Assembly

Discuss and decide on affairs of the Verein put forward for discussion by the Board

Decide any eventual dissolution of the Verein.

(8.2) The Board will call a General Assembly to be held every year on
November 1. The General Assembly takes place online, on the
panotools_GA mailing list. The invitation to the General Assembly
with
the provisional agenda for the meeting and items to be voted on must
be mailed out to the panotools_GA mailing list at least four weeks in
advance of the voting. Objections to the agenda, propositions and
vote
candidature must be sent to the Board at least two weeks before the
General Assembly. [NEW: VOTING PROCESS]. On the day of the General
Assembly, the Board sets the appropriate polls in the polls
section of
the panotools_GA YahooGroup. All polls are open for at least seven
days. Once all polling has ended, the Board summarizes the decisions.

(8.3) Late agenda items, including propositions, motions, petitions
and objections, but excluding changes to the bylaws must be added to
the agenda if during the General Assembly a majority of voting
members
votes in favour of dealing with the issue. [NEW: VOTING PROCESS]. On
the day of the General Assembly, the Board sets a poll on whether the
General Assembly accepts the addition to the agenda. If the addition
to the agenda is accepted, the General Assembly is extended by
another
seven days poll on the actual item.

(8.4) The Board can call an extraordinary General Assembly at any
time
by announcing it to the General Assembly with a justification. The
Board must call a General Assembly if it is petitioned to do so by at
least 50 members in writing (e-mail). The extraordinary General
Assembly announcement will be e-mailed out at least four weeks in
advance of the extraordinary General Assembly.

(8.5) Decisions of the General Assembly are documented in a protocol
to be made available to all members within 60 days of the General
Assembly. The protocol will be scheduled for approval by the next
General Assembly.

(8.6) An item must be put on the agenda of the General Assembly if at
least 25 members petition the Board in writing (e-mail).

(8.7) In advance of the General Assembly, all parties who have a
right
to address the General Assembly on an agenda item will post their
statement to the panotools_GA. A member of the Board chosen to run
the
agenda approves the relevant posting before starting their poll. All
other messages to the panotools_GA group that are not relevant to the
process will be discarded.

Art 9. Voting Rights and Quorum

(9.1) Each Member has one vote. Voting rights are non-transferable

(9.2) Each regularly called General Assembly will be a quorum no
matter how many members participate.

(9.3) The General Assembly makes decision by a simple majority of
voting members. In the case of a tie, the motion is rejected.
Non-voting members accept the outcome of the vote.

(9.4) For changes to the bylaws and for decisions over the
dissolution
of the Verein a two thirds majority is required.

Art. 10 Board

(10.1) The Board is made up of a President and 4-6 additional
Directors.

(10.2) Directors and Presidents are chosen for a one year term at the
annual General Assembly. Their mandate starts on January 1 and
ends on
December 31. Unlimited re-elections are permitted. The term of the
current Board ends sixty days after the election of a new Board. To
smooth the transfer of ownership, the current Board will let the new
Board access its daily business during the transition from the
current
to the new Board.

(10.3) The Board makes decisions with a simple majority. In the case
of a tie, the President decides. The Board has a quorum when at least
half of its members take part in the vote. Decisions of the Board are
documented in a protocol. The protocol must be made accessible to all
Members within 60 days of the decision(s).

(10.4) The Board manages or delegates the Verein's business and
resources that are not assigned to other organs through the bylaws.
The Board may saction budget deficits up to 50% of an individual
expense, as long as the overall budget deficit is not over 10%.

(10.5) The Board is accountable to the General Assembly.

(10.6) It takes the signature of two Board members to act legally
binding for the Verein.

(10.7) The liability of the Board is limited to intentional damages
and gross negligence.

(10.8) Candidates for the Board can put forward their name for
election after the invitation to the annual General Assembly is
issued. The General Assembly will vote on each candidate
separately in
a vote that allows votes in favour (Yes) or against (No) for each
candidate. A Candidate's net vote is the count of Yes votes less the
count of No votes. A Candidate with a negative vote count is
rejected.
If there are more Candidates than posts, those Candidates are
retained
with the highest positive vote count. In the case of a tie, the
Candidate with the least No votes prevails. If there is still a tie
the current Board decides. The Candidate with the least No votes is
elected President. In case of a tie, the Candidate with the most Yes
votes prevails. If there is still a tie, the current Board decides.

(10.9) Board members are volunteers and are not compensated,
financially or with any other means, for their activity for the
Verein.

Art. 11 Auditors

(11.1) The Verein has two auditors who do not belong to the Board nor
are employed by the Verein. They are elected by the General Assembly
for a year. Unlimited re-elections are permitted.

(11.2) The Auditors audit the books and the funds of the Verein, the
activity of the Board and report on them to the General Assembly.

(11.3) The Auditors must be given access at any time to all relevant
books, accounts, e-mails, protocols, logs and other correspondence.

Art. 12 Finances

(12.1) The Board is responsible to keep a book of the Verein's
expenditures.

(12.2) Only the Verein's funds are liable for the Verein's
obligations. A personal liability of the Board members is excluded.

Art. 13 Dissolution of the Verein

(13.1) In the case of the dissolution of the Verein or change of its
non-profit orientation, the Verein's funds will be transfered to a
non-profit organization active in promoting Panorama Photography. The
decision to whom to transfer the funds is left to General Assembly.

(13.2) The elected Board will act as liquidator, unless the General
Assembly decides otherwise.